Securities code: 300766 securities abbreviation: Merit Interactive Co.Ltd(300766) Announcement No.: 2022-001 Merit Interactive Co.Ltd(300766)
Announcement of resolutions of the 26th meeting of the second board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Convening of board meeting
The notice of the 26th meeting of the second board of directors (hereinafter referred to as “the meeting”) of Merit Interactive Co.Ltd(300766) (hereinafter referred to as “the company”) was sent to all directors by telephone and e-mail on December 20, 2021. The meeting was held in Hangzhou conference room of the company on December 30, 2021. The meeting was held on site in combination with communication voting. 11 directors should be present at the meeting, and 11 actually present. Mr. Fang Yi, chairman of the board of directors, presided over the meeting, and the company’s supervisors and other senior managers attended the meeting as nonvoting delegates. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents, articles of association and other relevant regulations.
2、 Deliberations of the board meeting
(i) The proposal on granting reserved restricted shares to incentive objects was deliberated and adopted.
In accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies, the Listing Rules of gem shares of Shenzhen Stock Exchange, the Merit Interactive Co.Ltd(300766) 2021 restricted stock incentive plan (Draft), and the authorization of the first extraordinary general meeting of shareholders of the company in 2021, The board of Directors considers that the company and the incentive objects have met the reserved grant conditions specified in the company’s 2021 stock option and restricted stock incentive plan, and agrees to grant 990000 restricted shares to 50 incentive objects with the reserved grant date of December 31, 2021, at the grant price of 15.50 yuan / share and 7.83 yuan / share.
For details, please refer to the company’s website (www.cn. Info. Com.. CN.) on January 1, 2022 Announcement on granting reserved restricted shares to incentive objects.
The independent directors have expressed independent opinions on this matter. For details, please refer to the company’s website www.cn.info.com.. CN. On January 1, 2022 Independent opinions of independent directors on matters related to the 26th meeting of the second board of directors.
The law firm hired by the company has issued a legal opinion on this matter. For details, please refer to the company’s website www.cn.info.com.. CN. On January 1, 2022 Legal opinion of Guohao law firm (Hangzhou) on matters related to the grant of reserved part of Merit Interactive Co.Ltd(300766) 2021 restricted stock incentive plan.
The independent financial consultant hired by the company has issued an independent financial consultant report on the matter. For details, please refer to the report published on cninfo.com.cn on January 1, 2022 Independent financial consultant report of Shanghai Rongzheng Investment Consulting Co., Ltd. on matters related to the reserved grant of Merit Interactive Co.Ltd(300766) 2021 restricted stock incentive plan.
Voting results: 11 in favor, 0 against, 0 abstention and 0 avoidance.
（2） The proposal on the prediction of daily connected transactions in 2022 was considered and adopted. For details, please refer to the company’s website (www.cn. Info. Com.. CN.) on January 1, 2022 Announcement on the forecast of daily connected transactions in 2022.
The independent directors have expressed their prior approval opinions and independent opinions on this matter. For details, please refer to the company’s website www.cn.info.com.. CN. On January 1, 2022 Prior approval opinions of independent directors on matters related to the 26th meeting of the second board of directors and independent opinions of independent directors on matters related to the 26th meeting of the second board of directors.
The recommendation agency Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. issued verification opinions on this matter. For details, the company published it on cninfo.com.cn on January 1, 2022 Verification opinions of Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. on the prediction of daily connected transactions in Merit Interactive Co.Ltd(300766) 2022.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Related directors Zhang Peng, Cao Xiaodong and Chen Tian avoided voting on the proposal.
Voting results: 8 in favor, 0 against, 0 abstention and 3 avoidance.
（3） The proposal on the change of non independent directors was deliberated and adopted.
For details, please refer to the company’s website (www.cn. Info. Com.. CN.) on January 1, 2022 Announcement on the change of non independent directors and senior managers.
The independent directors have expressed independent opinions on this matter. For details, please refer to the company’s website www.cn.info.com.. CN. On January 1, 2022 Independent opinions of independent directors on matters related to the 26th meeting of the second board of directors.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 11 in favor, 0 against, 0 abstention and 0 avoidance.
（4） The proposal on the change of senior management was deliberated and adopted.
For details, please refer to the company’s website (www.cn. Info. Com.. CN.) on January 1, 2022 Announcement on the change of non independent directors and senior managers.
The independent directors have expressed independent opinions on this matter. For details, please refer to the company’s website www.cn.info.com.. CN. On January 1, 2022 Independent opinions of independent directors on matters related to the 26th meeting of the second board of directors.
Voting results: 11 in favor, 0 against, 0 abstention and 0 avoidance.
（5） The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted.
The board of directors decided to convene the company’s first extraordinary general meeting in 2022 to review relevant proposals. For details, please refer to the company’s website www.cn.info.com.. CN. On January 1, 2022 Notice on convening the first extraordinary general meeting of shareholders in 2022.
Voting results: 11 in favor, 0 against, 0 abstention and 0 avoidance.
3、 Documents for future reference
1. Resolutions of the 26th meeting of the second board of directors;
2. Prior approval opinions of independent directors on matters related to the 26th meeting of the second board of directors;
3. Independent opinions of independent directors on matters related to the 26th meeting of the second board of directors;
4. Verification opinions of Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. on the prediction of daily connected transactions in Merit Interactive Co.Ltd(300766) 2022;
5. Legal opinion of Guohao law firm (Hangzhou) on matters related to the grant of reserved part of Merit Interactive Co.Ltd(300766) 2021 restricted stock incentive plan;
6. Independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on matters related to the reserved grant of Merit Interactive Co.Ltd(300766) 2021 restricted stock incentive plan.
It is hereby announced.
Merit Interactive Co.Ltd(300766) board of directors
January 1, 2022
